March 28, 2012 at 9:00 AM – 04:30 PM
University of the West of England
March 28, 2012 at 9:00 AM – 04:30 PM
February 25, 2012 at 9:30 AM – 4:00 PM
A company should comply with the code – for instance not having the same person acting as chairman or chief executive – but can choose not to if they are able to explain their actions convincingly to shareholders.
The research noted that the vast majority of UK companies abide by all the provisions in the Code but noted a small number of firms who provided inadequate justifications for ignoring certain clauses.
Grant Thornton said that some of these justifications “can come across as an assertion of difference rather than a full explanation of why the company in question has chosen to deviate from agreed best practice”
The EU is also concerned about the reasons companies give for their deviation from the rules set out in the codes.
By defining a “substantive explanation” and increasing pressure on companies to follow suit the FRC hopes to avoid the need to introduce additional regulation.
Baroness Sarah Hogg, chair of the FRC, commented: “The comply or explain approach to corporate governance has given us flexibility and enabled us to raise the standards of UK corporate governance over the years in ways that regulation cannot always achieve.
“This exercise is designed to reinforce our approach at a time when Europe has shown signs of driving towards more prescriptive regulation with a consequent diminution of shareholder rights.”
The Code came into force during 2010 but Britain’s light-touch approach to governance regulation faces reform as part of European Commission proposals.
The FRC has held a couple of discussions on what counts as a convincing explanation.
There are three basic elements:
The explanation should also indicate whether the deviation from the code’s provision was limited and when the company intended to return to conforming with the provisions.
The FRC is now considering whether to incorporate these ideas into future consultations on the code.
However a leading accounting academic does not think that this goes far enough and has said that the FRC itself should be scrapped because it has failed to deal with major accounting and auditing problems highlighted by the banking crisis and has supported “onerous and costly” reporting rules for small and medium-sized businesses.
In response to a consultation on plans to streamline the UK’s regulator for accounting and auditing and corporate governance, Stella Fearnley, professor in accounting at Bournemouth University, said the FRC had “failed to take an effective lead in the UK’s interests regarding both the accounting and auditing problems associated with the financial crisis and market concentration in the audit market”.
A joint consultation with the department for Business Innovation and Skills and the FRC suggested narrowing the body’s regulatory functions and streamlining its structure, but Fearnley said more radical changes were needed.
She added the FRC should be disbanded and its oversight of listed companies taken over by a separate securities commission with “overall responsibility for market regulation and oversight of standard setting, and enforcement of accounting and auditing activities”.
Fearnley also said the Accountancy and Actuarial Discipline Board should be abolished because its remit is too limited.
“Qualified accountants and firms in the listed market should be treated like any other party suspected of committing an offence and if they are found guilty, it should up to the professional bodies to decide on their continuing membership,” Fearnley wrote in a submission to the FRC consultation last week.
She said small and medium-sized businesses and the not-for-profit sector had “been badly served by the FRC for a long time”.
Fearnley added an independent commission should be set up to focus on accounting and auditing regulation of these two sectors.
She may have a point. Clearly there is some concern that our corporate governance regulation is too light touch at the top and too onerous lower down. What is needed is regulation which will inspire investor confidence and avoid major corporate calamities without stifling growth and entrepreneurship.
The Share Centre invited key industry experts to debate the “Accountability in Business” report, which provides an inside-look at corporate governance amongst specialists and fund managers.
Among its many findings, the research revealed that all investors were supportive of both the UK Corporate Governance Code and Stewardship Code. Half of those (50%) said the “comply-or-explain” regime was the UK Corporate Governance Code’s key attraction, while 14% welcomed the increased focus on board effectiveness.
However, when questioned over their concerns about the code, 35% of investors had reservations, with 18% believing there is insufficient oversight of whether institutions really complied. Pressure from shareholders and voting at the AGM are typically seen as sufficient penalties for failing to follow the UK Corporate Governance Code.
More than 70% of investors believe there is value in executives appearing before Parliament. The typical reasons for this include the need for MPs to understand company failures and the benefits of powerful executives being held accountable.
Over half (53%) believe investors should vote on major changes to a company, such as a new business model. Those in favour also note the significant practical difficulties of deciding when a vote is necessary.
Almost two thirds (60%) of respondents think there is enough oversight already and struggle to see what else would be worthwhile.
“The subject of corporate governance has never been so relevant and prominent, especially around the most vexing of issues, remuneration,” said Andy Parsons, head of investment research at The Share Centre.
“Private investors continually hear about vast boardroom remuneration packages; trying to comprehend the vast discrepancies between the numbers mentioned and their own personal financial circumstances.
“In addition, it’s always alarming to hear of bonus packages, when a business may have clearly failed to deliver shareholder returns. Is it right that individuals can be rewarded for failure?”
Appointing women as directors and encouraging them as entrepreneurs is “about quality, not just equality,” Cameron said at a meeting of the Northern Future Forum in Stockholm yesterday.
“The case is overwhelming that companies are run better if we have men and women alongside each other,” Cameron said in a round-table discussion. “If we can’t get there in other ways I think we have to have quotas.”
12 months ago Mervyn Davies recommended increasing the number of women on boards though there has been little progress since. Women now make up 15% of directors of companies in the FTSE 100, up from 12.5% this time last year, and there are now only 10 all-male boards in the FTSE, down from 21 last year.
Starting in October 2012, as a result of a new provision in the corporate-governance code, companies will have to report on their policy for boardroom diversity and how they are making progress in delivering it.
“Women now make up nearly half the workforce across Europe and the majority of university degrees, but they are still not sufficiently represented at the senior boardroom level,” Cameron said in a statement before the meeting. “The evidence is that there is a positive link between women in leadership and business performance, so if we fail to unlock the potential of women in the labor market, we’re not only failing those individuals, we’re failing our whole economy.”
Although David Cameron mentioned the possibility of quotas he later clarified his position, saying that what is needed is “positive action stopping short of positive discrimination in law through quotas.”
If women entrepreneurs in the U.K. were as successful as those in the U.S., there would be an extra 600,000 women-owned businesses contributing £42 billion to the economy, according to the U.K.’s submission, which was published on the forum’s website.
Cameron also said he wants to explore a Swedish program that gives tax breaks to homeowners who employ people to provide household services, such as cleaning and gardening.
The forum was established by Cameron last year to bring together the prime ministers of Nordic and Baltic countries along with the U.K.
“A male atmosphere creates more risk and a greater risk of corruption,” Reinfeldt said in the discussion. “To say the least, more women in the financial sector would be very good in bringing down the risk level.”
Whilst it is obvious that greater Board diversity will lead to better Corporate Governance, quotas and tokenism are definitely not the way to go – what is needed is much more emphasis on improving the diversity of the pipeline that will produce future executive and non-executive directors.